ON CONSTRUCT OF THE RIGHT OF PRE-EMPTION IN RESPECT OF PARTICIPATORY INTEREST (SHARES)

2020 ◽  
Vol 20 (4) ◽  
pp. 94-219
Author(s):  
I.S. CHUPRUNOV
Keyword(s):  
General Rule ◽  
Constitutive Theory ◽  
Freedom Of Contract ◽  
Legal Nature ◽  
Public Corporation ◽  
Russian Law ◽  
Right Of First Refusal ◽  
The Right

The paper provides analysis of the legal nature and the mechanism for exercise of the right of pre-emption (right of first refusal) in respect of execution of a contract taking as an example of right of first refusal to purchase a stake in a non-public corporation, and also examines the boundaries of parties’ autonomy and freedom of contract in this area. The author comes to the conclusion that the key elements of the construction of the right of pre-emption are the transformation powers that belong to the right holder. The author also demonstrates that, notwithstanding their dominance in Russian law, the views, which suggest that exercise of the right of pre-emption leads to “transfer of rights and obligations of a purchaser” (the translative theory), should be rejected. These views must be replaced with the constitutive theory, according to which exercise of the right of pre-emption results in a new contract between the right holder and the seller (as a general rule, on the same terms that were agreed between the seller and the purchaser).

scholarly journals Vertical integration and right of first refusal

2011 ◽  
Vol 113 (1) ◽  
pp. 50-53 ◽  
Author(s):  
Luís Cabral ◽  
Hélder Vasconcelos
Keyword(s):  
Vertical Integration ◽  
Right Of First Refusal

14. Estate Contracts, Options to Purchase, and Rights of Pre-Emption

2020 ◽  
pp. 446-461
Author(s):  
Emma Lees
Keyword(s):  
Precise Nature ◽  
Time Period ◽  
Generic Term ◽  
Right Of First Refusal ◽  
The Right ◽  
Conceptual Difficulties

This chapter addresses estate contracts, options to purchase, and rights of pre-emption. ‘Estate contracts’ is a generic term given to contracts relating to the intended transfer of estates in land, i.e. the freehold and leasehold estate. The consequence of an estate contract varies depending upon the kind of interest which it is intended will be created and the precise nature of the agreement reached between the parties. This can lead to some conceptual difficulties. Meanwhile, options to purchase and rights of pre-emption are two kinds of estate contract. Both involve an agreement between a freehold or leasehold proprietor and a potential purchaser in relation to that estate. An option to purchase entitles its holder to demand that the proprietor sell that estate to them, usually within a defined time period, for a pre-determined or determinable price. The right of pre-emption is, in effect, a right of first refusal. It does not allow its holder to force the proprietor of the estate in land to sell, but means that if that person does decide to sell, it must first be offered to the holder of the pre-emption right.

On the Right-of-First-Refusal

2005 ◽  
Vol 5 (1) ◽  
Author(s):  
Sushil Bikhchandani ◽  
Steven A. Lippman ◽  
Reade Ryan
Keyword(s):  
Right Of First Refusal ◽  
The Right
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